Reviewing a grant funding agreement

A grant funding agreement gives money for a stated purpose on conditions, and the conditions are where the risk sits: costs that turn out to be ineligible, milestones that slip, match funding that must be evidenced, reports that are late, and a clawback clause that lets the funder recover the whole grant for a breach of any of them. Funders' agreements are standard forms. I review the agreement from the grantee's side and return it marked up with a written explanation of what it commits the business to and the terms worth asking to change, for a fixed fee of £495 in three working days.

Who this is for

Businesses, charities, social enterprises and start-ups in England and Wales offered a grant by a government department, a local authority, an innovation agency, a research funder, a foundation, a corporate programme or an accelerator, and want to know the conditions before they accept. The grantee and the funder are organisations; public funders bring subsidy control and transparency obligations with them.

What to look for in a grant funding agreement

The purpose, the conditions and the eligible costs

The agreement should define the project, the period, the total grant, the intervention rate and the costs the grant may be spent on, and the review checks each against the application, since the funder will hold the grantee to what it said in the application. It asks for the eligible cost categories to be listed, for overheads and staff costs to be calculated on a stated basis, for spend before the start date to be dealt with, and for a procedure to reallocate budget between categories without a formal variation.

Match funding, payment in arrears and cash flow

Grants are paid in arrears against evidenced spend, in instalments tied to claims and milestones, and require the grantee to show its own match funding or third-party contributions before each payment. The review checks the claim procedure and timing, what counts as match funding and how it is evidenced, whether in-kind contributions count, the funder's right to withhold or delay a payment, and the treatment of interest on late payment, since the Late Payment of Commercial Debts (Interest) Act 1998 applies only to commercial contracts for goods or services and a grant may fall outside it.

Milestones, reporting, audit and the funder's monitoring

Funders require progress reports, financial reports, an end-of-project report and sometimes an independent accountant's report, with audit rights over the grantee's records for years after the project. The review checks that the reporting is proportionate to the grant, that milestones can be moved with the funder's consent not unreasonably withheld, that record-keeping periods are stated, that audit is on notice and at the funder's cost unless a breach is found, and that a missed report is a breach that can be remedied rather than a clawback trigger.

Clawback, repayment and the conditions that trigger it

The clawback clause lets the funder recover some or all of the grant if the grantee breaches the agreement, uses the money for another purpose, ceases the project, becomes insolvent, changes ownership, sells assets bought with the grant or fails to deliver the outputs. The review asks for clawback to be proportionate to the breach and limited to the affected spend, for a cure period, for a long-stop date after which clawback cannot be claimed, for assets bought with the grant to be free of the funder's claim after a stated period, and for a change of control to trigger consultation rather than repayment.

What the grant produces: intellectual property, results and publicity

Funders' agreements vary on ownership: some leave intellectual property with the grantee under section 11 of the Copyright, Designs and Patents Act 1988, some take a licence to use the results, some require open publication or sharing with other grantees. The review checks the ownership and licence provisions, the obligation to exploit the results and share revenue, the publicity requirements and the grantee's right to approve the funder's publicity, and, where the funder is a public authority, the disclosure of the agreement and the reports under the Freedom of Information Act 2000, with a consultation obligation before disclosure of commercially sensitive information.

Subsidy control, state aid and termination

A grant from a public body to a business is a subsidy within the Subsidy Control Act 2022, and the agreement will require the grantee to confirm the subsidies it has received, to accept the grant under a scheme or an exemption, and to repay if the subsidy is found to be unlawful. The review checks the subsidy control declarations the grantee is asked to make, the cumulation rules the funder applies, and the termination provisions: the funder's right to terminate on a change of policy or funding, the grantee's right to recover costs committed before termination, and the treatment of the project's outputs if it stops early.

What it costs

Standard review, £495. Marked-up document and a written explanation of the changes. Three working days.

Complex review, £895. Heavily negotiated or unusually complex documents. Five working days.

Buying online forms the engagement on payment. The scope is what the contract review page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• Your own contract returned with my amendments as tracked changes, plus a clean version with every change accepted, ready to send to the other side
• Comments in the document where a point needs explaining
• A written explanation of what I have changed and why, by email or as an attachment if it is lengthy, marking the points I would hold firm on and the ones that are negotiable
• A view on what is normal market practice and what is the other side pushing their luck
• One round of follow-up questions by email, included

What is not included

• Negotiating directly with the other side, which I quote separately once I know who is on the other side. Where the other side is willing to share a live document, I can work in that document directly
• Drafting a replacement contract from scratch
• Advice on the law of any jurisdiction other than England and Wales
• Tax, accounting or regulatory advice
• Disputes about a contract that is already signed

Questions I am often asked

The funder can claw back the whole grant for any breach. Is that negotiable?

Partly. Public funders will not remove clawback, but they will agree proportionality, a cure period and a long-stop date, and the review asks for each. It also limits clawback to the spend affected by the breach and protects assets bought with the grant after a stated period.

Do we own what we develop with the grant money?

That depends on the agreement, and funders differ: some leave the intellectual property with you, some take a licence, some require publication. The review identifies which applies, and where the funder takes rights, limits them to the funder's non-commercial purposes.

We need to change the project. Do we have to tell the funder?

Under the agreement, yes, and a change without consent can trigger clawback. The review checks the variation procedure and asks for consent not to be unreasonably withheld, for budget reallocation within limits to be allowed without a formal variation, and for milestones to be movable.

Related guidance and services

• Contract review, £495, the service this page describes
• Data protection agreements and privacy terms, £795
• Reviewing a research collaboration agreement with a university
• Reviewing a subcontract under a government contract

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.